0001169232-05-005200 Sample Contracts

CARDICA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT August 19, 2003
Investor Rights Agreement • November 4th, 2005 • Cardica Inc • California

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 19th day of August, 2003, by and among CARDICA, INC., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

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SEAPORT CENTRE SEAPORT CENTRE WEST REDWOOD CITY, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-SEAPORT CENTRE LIMITED PARTNERSHIP, a Delaware Limited Partnership ("LANDLORD") AND CARDICA, INC., a Delaware Corporation ("TENANT")
Office Lease Agreement • November 4th, 2005 • Cardica Inc • California

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 25th day of April, 2003, by and between CA-SEAPORT CENTRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and CARDICA, INC., a Delaware corporation (“Tenant”).

CARDICA, INC.
8.75% Note • November 4th, 2005 • Cardica Inc • California

Cardica, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), for value received, hereby promises to pay to Guidant Investment Corporation, a California corporation (“Guidant”), the principal sum of Five Million Dollars ($5,000,000) on the Maturity Date (as defined in the Agreement referred to below), and to pay interest (computed on the basis of the actual number of days elapsed and a year of 365 days) on the unpaid principal balance thereof from the date of this Note at the rate of eight and three quarters percent (8.75%) per annum from the date hereof, payable in arrears on the Maturity Date.

SUBORDINATED 5% CONVERTIBLE NOTE CARDICA, INC. 5% Convertible Note, due June 17, 2008
Convertible Note • November 4th, 2005 • Cardica Inc

Cardica, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), for value received, hereby promises to pay to Century Medical, Inc., a Japanese corporation (“Century”), or its registered assigns (Century or its assigns being the “Registered Holder”), the principal sum of THREE MILLION DOLLARS (US$3,000,000) on June 17, 2008 (the “Maturity”), and to pay interest (computed on the basis of the actual number of days elapsed and a year of 365 days) (i) on the unpaid principal balance thereof from the date of this Note at the rate of five percent (5%) per annum from the date hereof, payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year (each, an “Interest Payment Date”) (commencing July 31, 2003) until such unpaid principal balance shall become due and payable (whether at Maturity, or by declaration, acceleration or otherwise) and (ii) to the extent permitted by applicable law on each overdue payment of pri

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